AutoZone 2010 Annual Report Download - page 71

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thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options.
Any Shares repurchased by the Company under Section 8.4 at the same price paid by the Participant so that
such shares are returned to the Company will again be available for Awards. The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares
available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(c), no Shares may
again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify
as an incentive stock option under Section 422 of the Code.
(d) Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the
event that a company acquired by the Company or any Affiliate or with which the Company or any Affiliate
combines has shares available under a pre-existing plan approved by stockholders and not adopted in
contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such
pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or
valuation ratio or formula used in such acquisition or combination to determine the consideration payable to
the holders of common stock of the entities party to such acquisition or combination) may be used for Awards
under the Plan in the Board’s discretion at the time of such acquisition or combination and shall not reduce
the Shares authorized for grant under the Plan; provided, however, that Awards using such available shares
shall not be made after the date awards or grants could have been made under the terms of the pre-existing
plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by
or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.
3.2 Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open
market.
3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to
the contrary, and subject to Section 13.2 hereof, the maximum aggregate number of Shares with respect to one
or more Awards that may be granted to any one person during any calendar year (measured from the date of
any grant) shall be two hundred thousand (200,000) (the “Individual Award Limit”).
ARTICLE 4.
GRANTING OF AWARDS
4.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals,
those to whom one or more Awards shall be granted and shall determine the nature and amount of each
Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have
any right to be granted an Award pursuant to the Plan.
4.2 Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and
conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program.
4.3 Limitations Applicable to Section 16 Persons. Notwithstanding anything contained herein to the
contrary, with respect to any Award granted or awarded to any individual who is then subject to Section 16 of
the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act
(including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the
application of such exemptive rule, and such additional limitations shall be deemed to be incorporated by
reference into such Award to the extent permitted by applicable law.
4.4 At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer
upon any Participant any right to continue as an Employee or a Director of the Company or any Affiliate, or
shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby
expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without Cause,
and with or without notice, or to terminate or change all other terms and conditions of service or engagement,
A-7
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